Energizer Holdings (NYSE: ENR) is an American manufacturer of batteries and personal care products, headquartered in Town and Country, Missouri.[2][3][4][5] Its most well known brands are Energizer and Eveready batteries, Schick, Wilkinson Sword and Edge shaving products, Playtex feminine hygiene and baby products, and Hawaiian Tropic and Banana Boat sunscreen products. The company sells in over 165 countries.
The company has its foundation in the Eveready Battery Company, which in 1986 had been sold to animal and human food manufacturer Ralston Purina. In 2000, Ralston spun off Eveready, and it was listed on the New York Stock Exchange as Energizer Holdings, Inc..
In 2003 under the leadership of then Chief Executive Officer J. Patrick Mulcahy, Energizer Holdings started expanding into the personal care product sector by buying razor brands Schick and Wilkinson Sword from Pfizer.
In October 2007, the company acquired Playtex Products, Inc. for $1.9 billion. The purchase included sunscreen brand Hawaiian Tropic, which Playtex had bought a few months earlier, and Sun Pharmaceuticals Corp., which manufactures the Banana Boat suncreen products.
Our management team is highly experienced (the average length of service with the Company for our named
executive officers is over 20 years), and has been successful in diversifying our businesses, improving
operating results, and, prior to the current economic recession, sustaining consistent “year over year” growth
in EPS, as adjusted. Because of management’s level of experience and successful track record, as well as the
value of maintaining continuity in senior executive positions, particularly in the current turbulent environment,
we view retention of key executives as critical to the ongoing success of our operations. Consequently, we:
• utilize benchmarking against a peer group of companies in order to ensure that we can retain key executives
and remain competitive in attracting new employees; and
• establish vesting periods for our equity-based awards and the Company match under our deferred
compensation plan, so that those elements of our compensation program will provide additional retention
incentives.
However, the dilutive impact of our public equity offering in 2009, as well as recent economic volatility, have
increased the difficulty of attaining performance goals under three-year performance awards which were
granted prior to the offering and which vest over the next two years. As a result, management and the
committee considered the impact that this would have on retention risks for our executive talent, and the
committee, at its October, 2009 meeting, elected to grant special one-time retention awards of stock options to
a limited group of key executives, including each of the named executive officers. The committee preferred to
utilize options—which only reward the recipients if shareholder value is enhanced. The intention of the award
and its design features was to facilitate retention, but in the context of long-term value creation and not simply
the passage of time.
In addition, as noted in our Compensation
Discussion and Analysis, retention stock option
awards were also granted to the executive officers
and certain key employees in October of 2009. The
retention stock option awards were granted at a
price of $65.63 per share, the closing price of our
common stock on the date of grant. They become
exercisable only on the third anniversary of grant,
provided that the executive remains employed with
the Company at that time, and will not vest upon a
change of control of the Company unless the
change of control occurs on or after November 1,
2011. The options granted to each officer under
these awards were: W. Klein—38,000 options;
J. McClanathan—17,500 options; D. Hatfield—
30,000 options; D. Sescleifer—25,000 options; and
G. Stratmann—18,750 options.
In February of 2008, as noted in our Compensation
Discussion and Analysis, the committee provided that
executives who elected to have their cash bonuses for
fiscal year 2009 deferred into the Energizer common
stock unit fund would still be credited with the 25%
Company match on the amount of cash bonus they
would have received (and deferred) under the terms of
the fiscal year 2009 annual cash bonus program but for
the committee’s decision to rescind that program and
replace it with the 2009 performance awards. As a
result, the total number of units credited on
November 30, 2009 as the 25% Company match to
each officer under the deferred compensation plan was:
W. Klein—1,599 units; J. McClanathan—737 units;
D. Hatfield—827 units; and G. Stratmann—407 units.
The company has its foundation in the Eveready Battery Company, which in 1986 had been sold to animal and human food manufacturer Ralston Purina. In 2000, Ralston spun off Eveready, and it was listed on the New York Stock Exchange as Energizer Holdings, Inc..
In 2003 under the leadership of then Chief Executive Officer J. Patrick Mulcahy, Energizer Holdings started expanding into the personal care product sector by buying razor brands Schick and Wilkinson Sword from Pfizer.
In October 2007, the company acquired Playtex Products, Inc. for $1.9 billion. The purchase included sunscreen brand Hawaiian Tropic, which Playtex had bought a few months earlier, and Sun Pharmaceuticals Corp., which manufactures the Banana Boat suncreen products.
Our management team is highly experienced (the average length of service with the Company for our named
executive officers is over 20 years), and has been successful in diversifying our businesses, improving
operating results, and, prior to the current economic recession, sustaining consistent “year over year” growth
in EPS, as adjusted. Because of management’s level of experience and successful track record, as well as the
value of maintaining continuity in senior executive positions, particularly in the current turbulent environment,
we view retention of key executives as critical to the ongoing success of our operations. Consequently, we:
• utilize benchmarking against a peer group of companies in order to ensure that we can retain key executives
and remain competitive in attracting new employees; and
• establish vesting periods for our equity-based awards and the Company match under our deferred
compensation plan, so that those elements of our compensation program will provide additional retention
incentives.
However, the dilutive impact of our public equity offering in 2009, as well as recent economic volatility, have
increased the difficulty of attaining performance goals under three-year performance awards which were
granted prior to the offering and which vest over the next two years. As a result, management and the
committee considered the impact that this would have on retention risks for our executive talent, and the
committee, at its October, 2009 meeting, elected to grant special one-time retention awards of stock options to
a limited group of key executives, including each of the named executive officers. The committee preferred to
utilize options—which only reward the recipients if shareholder value is enhanced. The intention of the award
and its design features was to facilitate retention, but in the context of long-term value creation and not simply
the passage of time.
In addition, as noted in our Compensation
Discussion and Analysis, retention stock option
awards were also granted to the executive officers
and certain key employees in October of 2009. The
retention stock option awards were granted at a
price of $65.63 per share, the closing price of our
common stock on the date of grant. They become
exercisable only on the third anniversary of grant,
provided that the executive remains employed with
the Company at that time, and will not vest upon a
change of control of the Company unless the
change of control occurs on or after November 1,
2011. The options granted to each officer under
these awards were: W. Klein—38,000 options;
J. McClanathan—17,500 options; D. Hatfield—
30,000 options; D. Sescleifer—25,000 options; and
G. Stratmann—18,750 options.
In February of 2008, as noted in our Compensation
Discussion and Analysis, the committee provided that
executives who elected to have their cash bonuses for
fiscal year 2009 deferred into the Energizer common
stock unit fund would still be credited with the 25%
Company match on the amount of cash bonus they
would have received (and deferred) under the terms of
the fiscal year 2009 annual cash bonus program but for
the committee’s decision to rescind that program and
replace it with the 2009 performance awards. As a
result, the total number of units credited on
November 30, 2009 as the 25% Company match to
each officer under the deferred compensation plan was:
W. Klein—1,599 units; J. McClanathan—737 units;
D. Hatfield—827 units; and G. Stratmann—407 units.
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